December 21, 2011

RESPONSE OF THE OFFICE OF INSURANCE PRODUCTS
DIVISION OF INVESTMENT MANAGEMENT

Based on the facts and representations in your letter dated December 6, 2011, and without necessarily agreeing with your legal analysis, we would not recommend enforcement action to the Commission against Integrity Life Insurance Company (“Integrity”), National Integrity Life Insurance Company (“National Integrity”), Western-Southern Life Assurance Company (“WSLAC”) and Touchtone Securities, Inc. under Section 5 of the Securities Act of 1933 (the “1933 Act”) and Rule 145 thereunder, or Section 11 or 17(a) of the Investment Company Act of 1940 (the “1940 Act”), if (1) Integrity consolidates its Separate Account I (“Integrity Separate Account I”) and its Separate Account II (“Integrity Separate Account II”), with Integrity Separate Account I being the surviving Separate Account after such consolidation; (2) National Integrity consolidates its Separate Account I (“National Integrity Separate Account I”) and its Separate Account II (“National Integrity Separate Account II”), with National Integrity Separate Account I being the surviving Separate Account after such consolidation; and (3) WSLAC consolidates its Separate Account 1 (“WSLAC Separate Account 1”) and its Separate Account 2 (“WSLAC Separate Account 2”) with WSLAC Separate Account 1 being the surviving Separate Account after such consolidation. (Integrity Separate Account II, National Integrity Separate Account II and WSLAC Separate Account 2 are referred to hereafter, individually, as a “Consolidating Account” and collectively, as the “Consolidating Accounts.”) There will be no consolidation of subaccounts that invest in the same underlying portfolio in any of the separate account consolidations.

In addition, we would not recommend enforcement action to the Commission if new registration statements under the 1933 Act (which would be amendments to the surviving separate accounts’ registration statements under the 1940 Act) are filed, as applicable, by Integrity, National Integrity and WSLAC to cover any new contracts to be issued after the consolidations that would previously have been issued from the Consolidating Accounts and any interests issued after the consolidations in connection with additional premiums accepted under such newly-issued variable contracts or the Consolidating Account contracts outstanding at the time of the consolidations.1

Because our position is based on the facts and representations in your letter, you should note that different facts or representations may require a different conclusion. Further, this response expresses the position of the Division on enforcement only and does not purport to express any legal conclusions on the issues presented.

Michelle Roberts
Senior Counsel

1 You have not requested, and we are not providing, any assurances with respect to reliance by Integrity, National Integrity or WSLAC either prior to or after the consolidations on the staff no-action position taken in Great-West Life and Annuity Insurance Company (pub. avail. October 23, 1990).